The Ultimate Kiddie Adventure
by Self-Inflicted Insanity
Summary: Or: The day the Ultimates got turned into children and Deadpool had to babysit them. (I really hate that you can only list four characters. Because as well as containing Peter, Wade, Sam, and Ava, this story also contains Danny, Luke, Fury, Phil, Lola [Phil's flying car], Thor, and Loki.)


**AN: I wrote this story as a birthday present for my sister,** FrostedFangirl. **I wrote it like a month ago, let her read it, and then forgot to post it. Woops.**

This story contains Ultimate Deadpool from Season 2 Episode 15 of _Ultimate Spider-Man_ , but the story itself is loosely based on the Loki threat of Season 2 Episode 12, and partly based partially on the de-aging with the time stone in Season 2 Episode 7 of _Avengers Assemble._

 **Essentially, this story is an AU of Season 2 Episode 12, except that Loki has the Time Stone (one of the Infinity Stones) instead of a Norn Stone, and the Ultimates all get de-aged into kids (like Tony Stark got de-aged in Season 2 Episode 7 of** ** _Avengers Assemble)_ rather than turned into creepy little chibis. **

(I mean seriously, I couldn't have been the only one who found the weird chibis creepy, right? They'd all be SO MUCH CUTER as actual kids. So therefore they're turned into kids here. Imagine them as being de-aged into elementary schoolers, NOT as creepy chibis!) **  
**

 **Basically the premise of the story is: Loki turns Spidey and his team into kids, and Fury hires Deadpool to babysit them.**

It also includes a tiny bit of my headcanon for Deadpool's history in the _Ultimate Spider-Man_ cartoon. Cuz we know that all the "origin stories" he told in Season 2 Episode 15 were totally bogus. And the story he told that was apparently the "truth" was so abridged, it was hardly anything and could be interpreted in any number of ways. I'm convinced the "flashback scenes" for the "true" version were still mostly bogus, though. I mean, there had to have been the whole cancer thing. Deadpool isn't really Deadpool without a tragic cancer-and-Weapon-X backstory.

* * *

 **The Ultimate Kiddie Adventure**  
 _ **Or: The day the Ultimates got turned into children and Deadpool had to babysit them.**_

Fury stares the kids in his office.

Because there is Spider-Man and his team, except that they are all elementary school age. Maybe around seven, eight, or nine years old—Fury doesn't know much about children. Which is why he's in charge of an international espionage and law-enforcement organization, _not_ a daycare.

Except now it appears he needs a babysitter.

"It was _not_ my fault!" Sam says indignantly, crossing his over his chest and glowering petulantly. When he'd been de-aged, his suit had shrunk with him, but his helmet hadn't, and now it rocks and spins when he turns his head.

"It was _too!"_ Peter is saying, his Spider-Man costume shrunk down to his size, though he keeps tugging at the mask like it's uncomfortable or itchy. "We all saw it!"

"Ava was the one who crashed into the random guy who turned out to be Loki!" Sam says, pointing at the young girl accusingly.

"Luke _pushed_ me!" Ava says, pointing in turn at the dark-skinned boy. Both of their costumes had been shrunk down with them, except for Ava's White Tiger talisman, which was now a bit too large on her small belt.

"If we're playing the Blame Game, Sam knocked into me first," Luke shrugs. He looks bored.

"See?!" Peter shouts, turning back to Sam. "It _is_ your fault! I told you so!"

"It was _not_ my fault!" Sam yells, small fists clenched.

"Would you boys stop it?!" Ava shouts, stomping her foot and putting her hands on her hips. "It doesn't matter how we got like this! What matter is how we get back to normal!"

"But it's still Sam's fault!" Peter says indignantly.

"It is _not_ my fault!" Sam repeats.

"Yes it is!" Peter insists.

"Not it's _not!"_ Sam says angrily, tackling the other boy to the floor, where they begin roughhousing.

Sam's Nova helmet rolls across the floor as it fell off his head in the tussling.

"Stop it!" Ava is yelling at them. "Stop it right now!"

Danny is being incredibly quiet. Which isn't unusual, except that it isn't his usual kind of quiet—instead of a calm, tranquil quiet, like a sunny beach with a cool breeze, his quiet has the feeling of the calm before a storm, overcast and unnervingly still.

"Danny?" Luke asks, looking at him with a big brotherly concern. "Are you okay?"

"I... have the urge to... tantrum..." Danny says quietly, looking down. "I worked so hard to... gain control of my body and mind, but now... returned to this childlike mentality, I..." his bottom lip trembles, and he takes off the half-mask he wore over his face, clenching it in his hands.

"It'll be okay," Luke says, patting the blond boy on the shoulder.

Something in Danny snaps, and tears started running down his face as he looks up, his normally calm, peaceful features growing twisted with anger. "NO IT'S NOT!" he screams, throwing his mask down and jumping up and down on top of it. "IT'S NOT OKAY! I HATE THIS! I HATE THIS I HATE THIS I HATE THIS!"

Luke stares at him. Ava stops yelling at the two roughhousing boys and stares at him. Sam and Peter stopped roughhousing and stare at him.

"I HATE THIS!" Danny screams, picking his trampled mask up off the ground and throwing it as hard as he can at them. Of course, being made of light cloth, it just rustles a few feet and flutters to the ground. "I HATE THIS I HATE THIS I HATE THIS!"

"Whoa," Luke says, taking off his goggles and rubbing his eyes, unable to believe what he's seeing.

"Child Danny has a _temper!"_ Sam hoots, laughing.

"THIS IS _NOT_ FUNNY!" Danny screams at him, his soft, rounded child face filled with anger.

Sam quickly stops laughing, large blue eyes wide.

" _YOU_ TRY SPENDING YEARS AND YEARS IN K'UN-LUN UNDERGOING VIGOROUS TRAINING TO CALM YOUR MIND AND MASTER MARTIAL ARTS AND THEN HAVE ALL OF THAT TAKEN AWAY FROM YOU!" Danny screams, large green eyes squinted and red-rimming, face red and blotchy. "SEE HOW FUNNY YOU THINK THIS IS _THEN!"_

He turns and runs for the door of Fury's office, trying to open it. When he can't, he screams, kicking and punching the door.

"Ow!" Ava yells, covering ears. "Stop being so _loud,_ Danny! You're hurting my ears!"

"I got 'im," Luke says, jogging over to grab the smaller boy and toss him over his shoulder.

"PUT ME DOWN!" Danny yells, banging on Luke's back with his fists, kicking his legs. "PUT ME DOWN PUT ME DOWN PUT ME DOWN!"

"Not till you calm down, bro," Luke says.

Danny continues kicking and screaming, and Luke sighs. "Man, Danny, you're acting like the annoying little brother I never had..."

"Sam!" Peter yells, turning on the shorter boy angrily. "This is all _your fault!_ This wouldn't have happened if it wasn't for you!"

"Hey, whatever happened to Mr. Responsible Spidey?" Sam says, crossing his arms and glaring. "What does it matter who's fault this is?!"

"Sam's right," Ava says, finally taking her hands off her ears as Danny's screams fade into just furious crying. "We need to keep ourselves together. Just because we're kids doesn't mean we're not mature, responsible, and still heroes."

"Uh, actually, I think it kinda does," Sam says, nodding over at the tantruming Danny pointedly, before picking up his too-large helmet off the floor and pouting at it. "I mean, look at this," he continues, putting the helmet on his head, where it immediately slips down to cover his eyes.

"And _this_ is what my life has turned into!" Peter says, the scene freezing behind him as he turns to you, starting to count on his fingers. "We're all kids, Danny is throwing a tantrum, Ava is super bossy, Sam is still annoying, Luke is the only one with his head on straight, I can't remember why the hell responsibility is supposed to matter, and I'm _hungry!"_ he threw up his hands. "And not only _that,_ but Fury left sometime in the middle of our bickering, and we're stuck in this office without supervision or food! Honestly I'm just counting down the time till one of us breaks something..."

 _Scene: Danny uses his iron fist to break down the door._

 _Scene: Ava claws up Fury's desk chair._

 _Scene: Nova flies through the ceiling._

"Yeah," Peter says, blinking, "I think all my bets are on Iron Fist right now..."

Peter's imagination sequence ends, and he looks over at Danny, who's now lying on the floor and banging on it with his fists while he repeats the words: _"I hate this!"_ over and over again.

"Where is Fury?!" Peter whines, crossing his arms and sitting down cross-legged. "He's an adult! He should know how to fix this!"

* * *

 _Scene change to Fury..._

Fury had slipped out of the back door of his office as soon as Danny had started screaming (and boy, had _that_ been a surprise) and had made it out into the hall, where he'd strode briskly to his second office (yes, Fury totally has more than one office) a few halls away.

During this time, he deeply considers who he could call to babysit.

He needs someone who could deal with children, and, in particular, _these_ children that he had on his hands. He needs someone that at least most of the team know, and like. And someone who would be _willing_ to babysit them, even if only for a great deal of money.

A particular name crops up in his mind, and Fury grits his teeth.

If he pays Deadpool enough, the merc would do it. And Wade knows all of the team (except for Spidey), and they get along—maybe a bit too well—and he has a way with kids, probably because he is so immature.

Wade has no doubt changed his phone number since he'd been a part of SHIELD. It might take some convincing to get him to agree to the job, what with some... bad history... between him and certain... _illegal, unsanctioned, secret_ sections of SHIELD—which had since been rooted out and destroyed, but the fact remains...

Getting to his office, Fury steps inside, locking the door behind him, sitting down at his computer and pulling up some illegal websites for mercenary work, finding Deadpool's number and calling it.

The phone rings three times before it picks up.

 **"If this is the life insurance company calling again I swear I will give** _ **you**_ **a reason to need that life insurance!"** comes Deadpool's voice, annoying and high before switching to threateningly low so fast it could probably give most people whiplash.

"Wade Wilson," Fury says stiffly.

 **"That's** ** _Deadpool_** **to** ** _you_** **, Captain Spleen,"** Deadpool says, somewhere between a snarl and a sickly sweet croon. **"** **You've got a lotta** ** _guts_** **to call me like this."** A high, loud laugh, somewhere between maniacal and hysterical. **"** **See what I did there?! Did you see that?! Beacuse 'spleen' means 'fury' and is also an internal organ?! Get it?! Get it?! And 'captain' because of the eyepatch?! Although, you only have one eye, so you might've missed half of it... haha!** **"**

"I have a problem, and I'd like to hire you to deal with it," Fury states evenly.

There's more of that crazy laughter. **"** **All that time trying to teach me** ** _rules_** **and** ** _morals_** **about** **how unaliving people is** ** _bad,_** **and now you want me to** ** _take out_** **someone** **for you?! I mean, I knew SHIELD was** ** _hypocritical_** **down through all its** ** _bones_** **and** ** _squishy bits_** **, but** ** _damn!_** **That's just a** ** _bad example_** **to all the little kiddies out there watching this!"**

"Speaking of children," Fury starts.

 **"** _ **I do not kill children!"**_ Deadpool yells, voice low and growling with rage. **"** **I'll do a** ** _lot_** **of bad things for money, sure, but** ** _not that!_** **And also not some other stuff, too, I mean there's actually a lot of stuff I** ** _won't_** **do, but** ** _one of them is killing kids!"_**

"Good," Fury says. "Because I don't want you to kill anyone, and most definitely not these children. I want to hire you to babysit."

 **"** _ **Babysit?!"**_ Deadpool asks incredulously, laughing in the familiar, high and unnerving fashion. **"** **You want** ** _me_** **to** ** _babysit?!"_**

Fury waits for the Merc with a Mouth to stop laughing, which doesn't take too long. Deadpool laughs loudly, and he laughs easily, but he doesn't laugh lengthily. He switches between emotions at the flip of a coin that flicks high and then lands on heads, tails, or its reeded edge, and somehow manages to hit you right between your eyes more than should be probable.

"Do you remember White Tiger, Iron Fist, Power Man, and Nova?" Fury asks.

 **"Of course! How could I forget?! Ah, what naive little greenhorns with no idea how** ** _SHIELD_** **or the** ** _world_ re** **ally work..."**

"They've been de-aged," Fury states. "They are now elementary school age and they're driving everyone at SHIELD nuts."

 **"Aww, they sound adorable!"** Deadpool coos. **"** **Is this de-aging thing permanent?"**

"Hopefully not," Fury says. "We're working on a solution, but for the time being—"

Even from several halls away, Fury can hear the _CRASH!_

Well, there goes one of his offices.

 **"Ooh, that was an epic _CRASH!"_** Deadpool whoops joyfully.

"Depends on your definition," Fury grinds out. "So, will you take the job?"

 **"And why should I do anything to help** ** _you_** **and** ** _SHIELD?"_** Deadpool hisses, back to furious and menacing. It is the same tone of voice, Fury observes, that Deadpool always used before pulling some deadly weapon out on someone, when his control was so thin he could snap and attack if the person he was threatening so much as _breathed_ wrong.

"I told you, W—Deadpool," Fury says. "SHIELD didn't know about Weapon X. We put a stop to it as soon as we found out."

 **"Weapon X** ** _was_** **SHIELD!"** Deadpool somehow shouts without raising his voice, keeping his voice low and dangerous.

"But SHIELD was never Weapon X," Fury states. He stares straight at the wall in front of him with his one good eye. "They were a tumor inside of us that we didn't know about."

When Deadpool snarls, Fury realizes he probably shouldn't have used such a... _sensitive_ analogy.

" _Wade,"_ Fury says seriously. "It wasn't right what was done to you. I'm sorry it happened. If I could have put an end to Weapon X sooner, I would have."

 **"Made me quite the good soldier and secret agent though, didn't it?"** Deadpool croons dangerously.

"I won't deny that," Fury says stiffly.

Deadpool laughs, not even mirthlessly. _**"That,**_ **at least, I've always respected about you, Nutballs."** Another laugh, and his tone of voice goes back to being high and almost nauseatingly ecstatic. **"** **And hey, my life is pretty good now, so I can't really complain. In fact, perhaps I should be** ** _thanking_** **you."** Deadpool hums an almost cheerful tune. **"** **But that doesn't mean you'll get my help without paying me! So. How much is babysitting the little monsters worth?"**

* * *

Some SHIELD agents are just walking down the hall, when their eyes widen and they have to press themselves against the walls as a child Iron Fist runs by, laughing and shrieking, "You can't catch me!"

"Danny!" a child Power Man yells, racing after him. "Get back here!"

"Hey, guys, wait!" a child Nova calls, flying after them, holding onto his helmet so that it doesn't fall off. "Who's It?!"

"Stop!" a child Ava calls as she sprints after them. "We're not supposed to be out of Fury's office! We're breaking the rules!"

"But Fury locked us in there without food!" a child Spidey protests as he swings through the halls with his webs. "That's just _inhumane!_ Cruel and unusual punishment! I want to file a complaint!"

"All of you, get back here!" Phil Coulson yells, running after the kids.

"Oh, I see! _Coulson's_ It!" the child Nova says, turning in the air to wiggles his fingers by his ears and stick his tongue out at the agent. "Can't catch us, Phil!"

And then the children and Phil Coulson disappear down the hall.

The agents that had pressed themselves against the walls slowly peel themselves off, glancing at each other in confusion and weariness.

And then Fury strides down the hall towards them, jaw set. "Have any of you seen Agent Coulson and the Ultimates?!" he barks.

The agents wordlessly point down the hallway.

* * *

When Fury catches up to Phil and the kids, he finds Phil standing below an airvent, calling, "Kids! Get down here right now!"

"NO!" comes Danny's voice.

"Stop being so loud!" hisses Ava.

Fury sighs. "Agent Coulson," he says.

"Yes, sir?" Phil says, turning to him. "I tried to catch them, but—"

"You're relieved from child-caring duty," Fury says, dismissing the agent with a nod of his head. "Somebody's coming in to take care of it."

"Yes, sir," Phil says, looking relieved as he turns and walks away.

Fury turns back to the airvent where the heroes turned children are hiding. He's just opening his mouth to address them, when there's a voice from behind.

 **"Helloooooooo kids! Daddy's hooooooome!"**

Fury turns to see Deadpool swaggering over in his black and red outfit, swords strapped to his back and a grin only partially obscured behind his mask.

"Deadpool?!" Sam shrieks in excitement, dropping out of the airvent and flying at Deadpool, who catches him and spins him around.

 **"My my, Sam, look at how you've _shrunk!"_** Deadpool cries in astonishment, settling the child Nova on his hip, an arm around him. **"I thought I told you not to eat any mysterious mushrooms!"**

Sam giggles and throws his arms around Deadpool's neck.

Fury sighs.

"Deadpool?!" Ava, Danny, and Luke say in unison as they drop out of the airvent, landing crouched before running over to Deadpool, Luke and Ava hugging his legs as Danny jumps up to hang onto the merc's arm.

 **"You've** ** _all_** **shrunk?!"** Deadpool cries, swaying as his balance is thrown off. **"I leave for a few months and you get into all this trouble without me?! I thought I told you all to call me up when shit gets serious!"**

Ava gasps, putting a hand over her mouth. "Deadpool, you said a _bad word,"_ she breaths in shock.

 **"Aww, you're adorable!"** Deadpool coos, patting her on the head with the arm that Danny is clinging to like a sloth.

Spidey pokes his head upside-down out of the airvent, blinking at Deadpool.

"Who _is_ that?" Spidey asks.

"This is Deadpool!" Sam says happily, pushing up his helmet that had fallen down to cover his eyes again with one hand, his other hand still around the Deadpool's neck. "He's the _best!"_

"He used to train with us," Ava explains, still hugging Deadpool's leg, even as he walks awkwardly over to the airvent, what with Luke still clinging to his other leg.

"He left Fury's hero program shortly before you arrived," Luke adds. "Now he's a freelance hero!"

 **"And you must be Arachna-Boy!"** Deadpool greets, as Spidey climbs out of the airvent to crawl over the ceiling. **"I see you kept my color scheme when you copied my suit. Am I like your** ** _idol?"_**

"I don't even know who you are!" Spidey says, standing up on the ceiling and crossing his arms so he can look at Deadpool in the masked eyes. "I made this suit all by myself!"

 **"Red suit, large black and white eyes..."** Deadpool lists off as he examines Spidey's suit. **"Though you made it your own with the crossword theme..."** Setting Danny on his shoulders, Deadpool reaches out and grabs Spidey, pulling him down from the ceiling.

"Hey!" Spidey says, though he laughs when Deadpool throws him one-armed into the air, only to catch him again.

 **"Wait, webs!"** Deadpool cries as he gets a closer look at Spidey's suit. **"Those are webs! You're missing pouches though—you need pouches."** He wraps his arm around the child Spidey, holding him on his other hip, so that he now has Spidey on his left hip, Nova on his right hip, Iron Fist on his shoulders, White Tiger on his right leg, and Power Man on his left leg.

"Deadpool, what are you doing here?" Ava asks, looking up at him.

 **"I'm being paid to watch you kids!"** Deadpool says with a grin. **"Take you to the park, encourage you to poison the pigeons, get you sugar-high on ice cream..."**

"You will be doing no such thing," Fury says severely, stepping forward to glare at them. "Deadpool is here to watch you, but you will be staying here on the Helicarrier."

 **"Now that is just** ** _no fun!"_** Deadpool whines. **"How do you expect the little tykes to grow up into big, worldly superheroes if you never let them outside?!"**

"They can't go out at this age," Fury states seriously. "If any villains find out what's happened, they'll have targets on their backs, and won't be able to properly defend themselves."

" _HEY!"_ all of the kids yell in unison, glaring at the Director of SHIELD. "We can defend ourselves just _fine!"_

 **"What they said!"** Deadpool agrees brightly. **"And besides, like anything could happen to them with** ** _me_** **around!"**

"We're safe with Deadpool!" Sam nods vehemently in the merc's arms.

"But the city isn't," Fury grinds out.

 **"Good thing you're not paying me to look after the city then, huh?"** Deadpool says, grinning behind the mask.

"Why do you all love this guy so much?!" Spidey demands, throwing up his small hands, though he isn't exactly trying to get away.

"Just watch," Luke says from below Spidey, where he's still clinging to Deadpool's leg.

"I need you all to report to the DAYCARE room," Fury says sternly.

 **"Sir, yessir!"** Deadpool says, nodding at the SHIELD Director. **"Sir, lead the way, sir!"**

Fury glares at him, before turning and striding off down the halls, Deadpool following slowly, a bit weighed down with the five children clinging to him.

Lowering his voice so that only the kids can hear him, Deadpool says, **"Okay, when I give the signal, all of you get down and run for the nearest exit like your freedoms depend on it!"**

Danny giggles from atop Deadpool's shoulders.

Fury, several paces ahead, turns around to glare at the lurching Deadpool. "Can't you let them down so you can go faster?!"

 **"I can't, they're stuck like leaches!"** Deadpool cries, standing on his left leg to shake his right, Ava giggling as she clings to the moving limb. **"Leaches and lampreys and spiders oh my!"**

"You mean 'ticks,' not spiders," Peter corrects him. "Wrong arachnid. Ticks are the ones that bite you and stay in you to suck your blood. Spiders don't do that."

 **"Maybe, but spiders sure are** ** _sticky!"_** Deadpool says, demonstrating by trying to let go of Peter, who sticks to him. **"See?! Also, has anyone here ever looked in a lamprey's mouth?! Those things are** ** _terrifying,_** **man! Like cuttlefish! Except, you know, with a lot more teeth, and a lot less Davy-Jones-face."**

Fury sighs and turns back around to keep walking.

 **"** _ **Go!"**_ Deadpool whispers.

Stifling their giggles, Ava, Luke, Sam, and Danny all leap off Deadpool, running away in all different directions, while Deadpool turns and starts running down a different hallway.

"I don't get it, _"_ Peter whispers, from where he's crawled onto Deadpool's back. "What kind of a plan is this?!"

 **"The best kind of plan!"** Deadpool says gleefully, as Fury's shouts follow them. **"Half-assed with a few large dashes of improvisation, to taste!"**

With that, Deadpool pulls Spidey off his back, and, coming up to a window, slows down just enough to throw the child superhero out.

Spidey shrieks as he falls.

 **"Float, little spider!"** Deadpool calls down after him. **"And don't hit the ground before I catch you!"**

Then Deadpool sprints off.

* * *

" _What kind of a plan is this?!"_ Spidey shrieks, even as he sees Danny laughing and falling a few feet away, and past him Ava and Luke, laughing as well.

"This is a _Deadpool_ Plan!" Sam says, flying down beside him and holding his helmet onto his head, grinning.

" _He threw me out a window!"_ Peter shrieks indignantly. And the really strange thing was: Peter's Spidey-Sense never went off. What was up with _that,_ huh?

"If you didn't want him to throw you then you should've jumped," Sam offers.

" _We're all going to die!"_ Peter yells, trying to use his webshooters to form a parachute, only to find that they were jammed. _"No! My webshooters are jammed!"_

 **"No adorable little kiddies—or adorable little kitties—shall be dying on my watch!"** Deadpool says, flying up in a red convertible car, catching them all in the back seat. **"** **Welcome to the Hotrod Red Flying Car Tour of NYC! I'm Deadpool, and I will be your driver today. Please buckle your seatbelts, and keep all hands, feets, and heads inside the vehicle at all times, except for when I tell you it's okay to stick said hands, feets, or heads outside of the vehicle. Now, NYC, here we come!"**

The kids in the back scramble to buckle their seatbelts as Deadpool brings the car down into a dive.

"I _told_ you Deadpool is awesome!" Sam shouts, screaming in exhilaration and throwing his hands up like he's on a rollercoaster ride.

Peter humphs and crosses his arms.

* * *

 _Meanwhile, in the Helicarrier..._

"DEADPOOL!" Fury shouts, watching the merc catch the kids in Lola.

Damn, Phil is going to freak when he discovers Deadpool stole his flying car...

* * *

 _Meanwhile, somewhere in the streets of New York City..._

Thor is tossed through the air by a blast of magic, slamming into a car, grimacing slightly. Now, something like that would not normally be enough to even _faze_ the thunder god, so we can assume that he's been fighting for a while. There's even a trickle of blood from his nose.

"YOU WILL NOT GET AWAY WITH THIS, LOKI!" Thor bellows, pushing himself up to his feet.

He's blasted back down not even a second later.

Laughing, Loki walks over to him, pressing his bladed scepter against Thor's chest. "You know, _brother,"_ the mischief god says with false sweetness. "I thought I found the Mind Stone, but..."

There's a flash of orange light, and suddenly Thor is... well, a young, short little kid, with long blond hair and large, confused blue eyes.

"It turns out I found the Time Stone," Loki continues with a laugh. "Which works just fine for me—now you will finally feel what it's like to be the _younger brother,_ standing in your older brother's shadow! You'll finally see what it's like for everyone to treat you like a _child!_ Like an _infant!_ For nobody to ever take you _seriously!"_

"LOKI!" the blond kid in the red and gray tunic shouts, lunging forward, only to fall straight through the illusion.

Loki's laughter is all around. "Oh, brother, are you _ever_ not going to fall for that?"

"I WILL GET YOU FOR THIS!" the kid shouts, fists clenching, his voice cracking slightly.

"Another _time,_ maybe, _brother,"_ comes Loki's voice, fading.

"GAH!" the child Thor shouts, stomping his feet. "That is cheating, Loki!"

Grumbling, little Thor walks over to his hammer, trying to pick it up. He groans with the effort, though he does manage to lift it with both hands, swinging it up over his shoulder. "I do not remember thee being so heavy, Mjolnir," he grumbles, taking off walking down the sidewalk, ignoring the strange looks from the New York civilians.

* * *

How in the world Deadpool manages to get the flying car down onto the streets of New York without causing a scene, Peter has absolutely no idea.

Somehow though Deadpool guides the car from the air to the pavement in the middle of an intersection when nobody is looking, and then continues driving down the road like the vehicle is any normal, non-flight-capable car, driven by a young, talkative, crazy guy in a black and red suit, and filled with a bunch of little kids in hero costumes.

 **"Now, just so we all have our cover story straight,"** Deadpool says as he drives, hitting the gas and turning sharp corners, cutting in front of cars and eliciting lots of honking from the New Yorkers, **"we're a group of tourists who were invited to a costume party, but we got lost on the way. I'm Spidey's big brother, and you're all his friends, and I'm watching you all because Mom and Dad went to a strip club, kapeesh?"**

"Slow down!" Spidey cries, clinging to Sam, who's sitting next to him. "You're going to get us _hit_ or cause a _car crash!_ People will get _injured!"_

Sam rolls his eyes.

 **"Oh** ** _relax,"_** Deadpool chides, stepping on the gas to run the red light, swerving between lanes. **"I took the driving test! They refused to give me a license because I was so** ** _awesome_** **at driving that they didn't want to see me out on the road—said I should enter into professional racecar driving. Of course, I already had my heart set on becoming a superhero, so I had to refuse, and they were all** ** _dreadfully_** **disappointed."**

"Why is nobody but me worried about this?!" Spidey demands in frustration.

"Because Deadpool knows what he's doing!" Sam says, snorting. "Duh!"

"And it's fun!" Danny adds, laughing and whooping, blond hair whipping about his face as the convertible speeds down the streets.

"Danny, your young self unnerves me," Luke states, putting a hand on his friend's shoulder.

"Ditto," Ava says, crossing her arms.

"Word," Spidey agrees with a nod.

"I dunno, I think he's more fun this way," Sam supplies, and the others all turn to narrow their eyes at him. "What?!" Sam says defensively. "Normally he's a boring fortune cookie!"

"Are you insulting me?!" Danny demands, turning to the shorter boy furiously.

"No way!" Sam says immediately, eyes wide, raising his hands placatingly. "Totally not an insult!"

 **"Kids, kids!"** Deadpool calls back at them. **"Don't make me go back there and fight you to prevent you from fighting! Because that would just be hypocritical, and then there goes by truthful, honest, honorable reputation! Gone, ruined! And it will be all your fault!"**

Spidey frowns behind his mask. "That doesn't make any sense!" he protests.

Sam snickers. "You just got Pool'd!"

"We call it Deadpool Logic," Ava adds helpfully. "Don't think about it too hard—you'll only hurt yourself."

"When it comes to Deadpool, you gotta roll with the punches," Luke supplies.

Spidey makes a noise of annoyance and throws up his small hands, turning to you as the scene freezes and goes black and white behind him.

"What is _up_ with this?!" he complains to you. "They're all treating this guy like he's _family,_ but it's not like they were part of SHIELD for _that_ long before I joined up! And the five of us have been a team for a while now! I never saw a superhero team with _them_ and _Deadpool._ So why do I feel like they all like Deadpool more than they like me?!"

 **"It's because I have the** ** _Deadpool Charm,_** **and you just have lousy** ** _Parker Luck,"_** Deadpool says, waltzing onto the screen and waving at you. **"Hi, Tom!"**

"Wait, how do you know about my Parker Luck?!" Spidey squeaks, turning to him in alarm. "You know my name?!"

 **"Of course I do!"** Deadpool says. **"I watched the last 37 episodes, didn't you?! I mean technically this story is an AU for Season 2, Episode 12, since it's kinda loosely based on those events but the author's kinda futzing everything up. Technically I shouldn't show up for another 3 episodes, but hey, I was sick and tired of waiting for my turn!**

 **"You are no longer in a cartoon, my friend—we've been fanfiction'd!"** Deadpool grabs the kid Spidey, squishing his cheeks as he gestures out at you. **"Behold! Readers, instead of viewers! You may rest assured in the knowledge that every single person out there is intelligent enough to** ** _read!_** **Now just pray you don't get stuck in a porno..."**

"What the?!" Spidey asks, pulling away. "What are you talking about?! And how are you inside my head?!"

 **"Maybe I'm not,"** Deadpool says, crumpling up the screen and tossing it over his shoulder, leaning forward so that his eye fills up your view. **"Maybe you're inside** ** _my_** **head."** He pulls back, pulling out a box of TNT out of nowhere. **"Am I blowing your mind yet?"**

He presses the lever, and the screen explodes, jerking Spidey back into his seat in the car.

"Ahhh!" Spidey yelps, clutching his head.

"Spidey-Sense?" Ava asks in concern, a hand on his shoulder as she glances around, alert.

 **"Eh, he's fine,"** Deadpool says, taking a hand off the wheel to wave it offhandedly, even as he steps on the gas. **"He just learned that he's not the craziest one here anymore, s'all."**

Deadpool's eyes widen as he slams on the breaks. **"HOLY HANDGRENADES, THAT'S THOR: GOD OF THUNDER!"**

Because there, standing in the middle of the street with Mjolnir over his shoulder, is a little boy with long blond hair and a gray and red tunic, turning to look at them just as the red convertible slams into him, sending the boy flying.

" **I always wanted to go bowling with a god!"** Deadpool cries gleefully, hurriedly getting out of the car, leaving it in the center of the road for the cars behind to halt quickly and honk their horns, and Deadpool rushes over to the godling, poking him in the arm. **"Thor! You've shrunk as well? What the hell is this, this Children's Crusade?! NOBODY LET THE SCARLET WITCH MARRY DOCTOR DOOM!"**

The godling frowns at the black-and-red-clad man, pushing himself up out of a crater in the cement. "I do not know you, mortal. And I do not understand your inane prattle."

 **"That's okay,"** Deadpool says. **"Do you like ice cream?"**

Thor purses his lips as he brushes of his tunic. "The cream of ice? Yes, it is most pleasant."

 **"Awesome! We should convene on account of similar age-displacement problems and similar tastes in Earthian desserts,"** Deadpool says brightly, gesturing back at the car, where the child Ultimates are peeking up over the edge of the convertible.

"Hi, Thor!" the kid Spidey waves.

"The Man of Spiders and his team have been reduced to a younger state as well?" the child Thor says, raising his eyebrows. "I do not understand why Loki would bring them into this. They are of no interest to him."

 **"Of course, the God of Mischief is to blame! That** ** _creep!"_** Deadpool cries, looking up as the people in the cars behind the stopped convertible roll down their windows to yell at him to get in his fucking car and get the fuck moving.

 **"Hey!"** Deadpool shouts, standing and grabbing his arm, pulling Thor back to the car with him, the young godling dragging his hammer along. **"Watch your language, people! There are children present! So shut your filthy pie-holes and stick a napkin in 'em! I suggest cloth napkins—paper napkins just come apart in your mouth and get stuck in your teeth, and then you have to** ** _floss_** **to get them out. And who likes flossing, right?!"**

He tosses Thor into the shotgun seat and slams the gas, taking off so fast that the children in the back shriek.

Thor just laughs. "Faster, mortal!" he urges, sitting up in his seat to watch with a grin as the city flies by to fast to be legal. "Surely this Midgardian contraption can travel faster?!"

"THOR!" Spidey calls desperately from the back, hanging onto the headrest of the shotgun seat. "DON'T ENCOURAGE HIM!"

 **"Oh please, Spidey,"** Deadpool snorts, pulling into a parking spot and turning the car off. **"Deadpool takes orders from no god! Or human, child or adult, either. Especially not if they have eyepatches, or are aiming weapons at me... I don't react well to being threatened."**

"Why have we stopped?" Thor pouts, crossing his arms. "You said we would be getting cream of ice!"

 **"And we are!"** Deadpool says, getting out of the car—only, he doesn't open the door, he just flips over the windshield and off the hood of the car, landing on the sidewalk and throwing his arms up in the air. **"Everybody out of the vehicle, and please don't leave any body parts behind, thank you! You will be needing your legs to walk the few blocks to the ice cream place, your hands and arms to hold your ice cream cones, and your heads in order to eat said ice cream!"**

"Does nobody else think that this Deadpool guy is crazy?!" Spidey asks in exasperation, even as he and the other children pile out of the red convertible.

"Yeah, why are we walking?" Sam pouts, pushing his helmet up out of his eyes again. "Why couldn't we have just driven all the way there?"

 **"Walking! Weakening for the soles, strengthening for the soul!"** Deadpool says, clapping his hands together. **"C'mon, kids, what d'you think shoes are made for?!"** He reaches over the car door to grab Thor, who was having trouble opening the door to get out, lifting the godling up and setting him down on the sidewalk with the others. **"You put one foot in front of the other—WAIT!"** He looks at Thor, the eyes of his mask wide. **"You're carrying your hammer, and I just picked you up! Does that make me worthy?!"**

"No, it does not," Thor says, hefting his hammer over his shoulder and glaring.

" **Why not?!"** Deadpool demands.

"Because _I_ was the one holding the hammer, not thee," Thor says simply.

Deadpool strokes his chin with one hand. **"So, if you put the hammer in an elevator...?"**

He's distracted from this thought, however, when Ava tugs on his costume.

"You promised ice cream!" she reminds him.

 **"Did I?"** Deadpool asks, scratching his head comically. **"Are you** ** _sure_** **I offered you such a thing?"**

"Yes!" Ava says.

 **"And why would I do a thing like that?"** Deadpool teases, crouching down to poke her in the side, making her giggle and bat his hand away, making angry cat noises.

"Because you love us!" Sam suggests, running over and tackle-hugging him.

Deadpool gasps, grabbing Sam and tossing him up into the air, catching him and spinning him around. **"You're not supposed to tell everyone that, Starfish Head! It's a secret! And you know what we do with secrets, right?"**

He sets Sam back down on the ground, and the kid laughs as he tries to walk in a straight line, only to stumble and fall down on the sidewalk.

 **"You tell only your very** ** _bestest_** **friends,"** Deadpool continues, kneeling down next to him, **"and then you tickle them until they forget!"**

He begins tickling Sam, who laughs and shrieks, trying to squirm away. "Guys! Help me!"

"Get him!" Danny cries, throwing himself at Deadpool and wrapping his arms around the merc's neck, laughing.

Ava pounces on Deadpool, hissing, and Luke comes over to try and help Sam get away.

 **"Noooooo! They're attacking me! There's too many of them! How will I survive?!"** Deadpool says, letting Sam go and grabbing Luke, hugging the boy to his chest, wrapping Luke's arms around himself and holding his hands behind his back so that he can't move. **"I know! I will get a hostage! Let me go or I shall tickle this boy!"**

"LUKE!" Danny cries, swinging over Deadpool's head to tickle him under the arms, making Deadpool yelp and let Luke go. "RUN!"

 **"Not so fast! I still need a hostage!"** Deadpool cries, grabbing Danny and tucking him under one arm, grabbing Ava with the other arm when she pounces at him. **"AHA!** ** _Two_** **hostages! Everybody, don't let robots take over the Earth!"**

Spidey stands back several feet away, pursing his lips, arms crossed as he watches the tickle battle.

"I do not understand what is going on," Thor admits, standing next to him. Thor nods at the fight. "They seem to be fighting, but... they are not fighting?"

"No, they're not fighting," Spidey affirms. "It's a game."

"Ah," Thor says, staring at the battle. "What is the goal of the game?"

Spidey shrugs, posture hunching sullenly.

And of course, since this is all going on the sidewalk, there are other pedestrians walking by, weaving around the tickle battle. Several mothers stop to coo over how adorable it is.

 **"Agh! These hostages are squirming too much!"** Deadpool cries, as Danny and Ava shriek and writhe to get out of his grasp, laughing and kicking. **"These hostages are no good!"** He drops them, looking around.

 **"Aha!"** he exclaims, spotting Spidey, darting over to grab the web-slinger and toss him over his shoulder, before taking off down the sidewalk. **"I got a better hostage!"**

"Get 'im!" Luke yells, as he, Danny, Ava, and Sam all tear after Deadpool and Spidey.

"This is all very odd," Thor remarks, even as he runs after them.

* * *

"PUT ME DOWN!" Spidey yells, pounding with is little fists on Deadpool's back. "PUT ME DOWN RIGHT NOW!"

 **"I like this hostage! He gives free massages!"** Deadpool grins as he continues running, just fast enough to keep ahead of the child sueprheroes chasing after him.

 **"Make way, people!"** Deadpool yells as he weaves around civilians. **"We're late to a costume party! Though since we already late we might as well be later. Does anybody know where the ice cream store is? Oh hey, I see it!"**

Deadpool pulls to a stop in front of the ice cream shop, taking Spidey off his shoulder and crouching down to catch the kids that come hurdling into him.

 **"Oof!"** Deadpool grunts as they slam into him, knocking him onto his back on the cement, the Ultimates and Thor now lying in a dogpile on top of him. **"GOAL!"** he shouts.

" _That_ was the goal?" Thor asks in confusion, starting to extricate himself from the pile of limbs. "That was a very strange game."

Spidey, standing to the side, the only one not involved in the mess, facepalms.

 **"I scream, you scream, we all scream for ice cream!"** Deadpool yells, pushing himself up to his feet and rushing towards the door of the ice cream shop, the kid superheroes quickly scrambling to their feet to rush after him.

 **"Hup!"** Deadpool calls, coming to a halt in front of the door and turning around, his left hand moving to his forehead in a salute. **"** **Everybody line up! Only good, behaved little heroes get ice cream! And there shall be no superpowers in use inside the store, because destroying ice cream shops is a crime against all of society, except for those mutants that don't like ice cream. And by that I mean the humans—or Asgardians—that don't like ice cream, and therefore are mutants, because everybody likes ice cream."**

The kids, eager for the cold treat, hurriedly formed a line, though there was much pushing, shoving, and "You cut me!"'s involved.

 **"And no knives or other kinds of blades!"** Deadpool adds. **"** **There shall be no cutting of anybody!"**

Once they were all in a line and had gotten their order settled, Deadpool opens the door and they all went inside.

There are families sitting and eating ice cream at the tables inside, but fortunately there's no line at the register, so Deadpool strolls right on up to the pretty girl behind the counter.

"What can I get you?" the girl asks sweetly, fluttering her dark eyelashes. She has high cheek bones, lurid green eyes and long black hair that trails down her back, a green blouse and black jeans. Her fingernails are painted black, as well.

 **"Well hello, beautiful!"** Deadpool greets flirtatiously, leaning against the counter. **"** **Can we get seven Kids' Cones, darling?"**

He begins listing on his fingers. **"** **The one with mint and chocolate chips for Ava, the one with chocolate and peanut butter for Luke, the one with chocolate and marshmallows for Sam, the one with lemons and poppyseeds for Danny, good ol' vanilla for blondie there in the back, classic chocolate for Spidey cuz I don't know what his favorite flavor is but you can never go wrong with chocolate—oh wait, nevermind on that last one! Make it the one with the cookies 'n cream** **for Spidey, I just got some cookies 'n cream vibes—and the toxic-looking** **blue one with the bubblegum for me!"**

As the pretty girl hands him each of the cones in turn, he passes them out to their appropriate devourers, and waves the children over to a table.

 **"So,"** Deadpool says, holding his cone with absurdly blue ice cream as he leans farther over the counter at the girl, waggling his eyebrows beneath his mask. **"** **What exotic pseudonym** **are you using today,** ** _Loki?"_**

The girl blinks in surprise, before she smirks, leaning closer to whisper sweetly in his ear: "I'm going as Loralye today, actually."

 **"You stole the Enchantress's name?"** Deadpool asks, sounding impressed. **"** **Not afraid she's gonna come after you?"**

"I changed the spelling," Loki croons.

 **"Did you know that the name 'Lorelei' is actually German, not Norse or Asgardian or whatever?"** Deadpool asks, spinning his ice cream cone on the tip of his finger.

"What?" Loki says as her eyes flick to the movement of ice cream cone.

Deadpool takes the opportunity to punch her in the face with his other hand.

Loki reels back, a hand to her cheek as she stares at him in shock, before her face twists in fury. "HOW DARE YOU?!" she shrieks, raising her hands to blast him with her magic. "I am a GOD you grisly creature!"

 **"Ow, that hurt!"** Deadpool says, clutching his heart even as he flips out of the way of the magic blast. **"** **Not as much as** ** _this_** **will, though!"** He leaps forward, twirling in the air to connect a foot to her face, then dumping the toxic-blue bubblegum over her head.

Loki snarls and teleports to the other side of the room, only to be hit in the neck with the pointy end of the ice cream that Deadpool had thrown as soon as she'd started teleporting.

By this time, the civilians are leaving hurriedly, though there's minimal screaming, because this is New York in the Marvel Universe and New Yorkers are so used to shit like this happening that they've become very calm and collected about it all. If anyone's screaming and panicking during a superpowered battle, you know that they're tourists.

Also at this point, Thor yells, "LOKI! Sister, stop this!" and twirls his hammer to slam into her.

 **"Aim for the open door!"** Deadpool shouts after them. **"** **Try not to break the ice cream shop! The shop has delicious, delicious ice cream, and does not deserve to be destroyed! So take it outside, kiddies!"**

Thor ends up smashing Loki through the window, but at least they both end up outside. It's the thought that counts, right?

Sam and Luke, who had both finished their ice cream cones (they'd had a race to see who could finish first—Luke won, if only because Sam's helmet kept getting in the way) topple their chairs over in their rush to join the fight outside.

Ava, who is almost done with her ice cream, stuffs the last of it into her mouth, pulls her mask down over the lower half of her face, and rushes out after them.

Danny, who'd been eating slower, got his ice cream cone knocked out of his hand by a stray blast of Loki's magic so that the cone landed face-down on the ground. Danny stares at it for a moment, eyes wide and mouth open, before his face twists up and he runs screaming and yelling out of the shop.

Spidey, who also hadn't finished, just pouts as he sits there and finishes his ice cream cone, which, fortunately for him, hadn't gotten knocked out of his hand.

Spidey turns to you as the world freezes behind him. "This is supposed to be an Ultimate Spider-Man fic!" he says, ice cream around his mouth. He waves his ice cream cone around for emphasis. "But here I am, pushed to the sidelines while—!"

 **"Ah! See, I** ** _knew_** **you broke the fourth wall like that!"** Deadpool cries, rushing into the frame, which has to zoom out because Deadpool is taller than the kid Spidey. **"** **Copycat! You totally stole that from me! You** ** _never_** **break the fourth wall in the** ** _comics!"_**

Spidey turns to glare at him. "Shouldn't you be out there fighting Loki?" he accuses.

 **"Shouldn't** ** _you?!"_** Deadpool points out. Then he takes the ice cream cone out of Spidey's hand, pulls Spidey's mask down over the bottom half of his face, and then kicks Spidey right out of the frame. **"** **Fight, little hero!"** he calls, waving after the wall-crawler with the ice cream cone. **"** **Fiiiiiiiiight!"**

* * *

"ENOUGH!" Loki yells, sending Thor and the Ultimates back with a burst of magic. There's a swirl of green around her and she returns to her male form, clothed in his Asgardian armor and the horned helmet, his scepter materializing in his hand. "I've had _enough_ of this! You are all _pathetic children,_ and I'm—"

"AAAAAAAAAH!" Spidey yells as he flies through the already broken window, slamming into Loki's chest, knocking him back.

"YOU—!" Loki snaps, grabbing the small web-slinger and flinging him away, only for Spidey to stick to the side of a building and shoot a web over the mischief god's mouth.

"YOU MADE MY ICE CREAM FALL ON THE GROUND!" kid Danny screams at Loki, crying and thrashing as Luke tries to hold him back. "AAAAAAAH MY ICE CREAM WAAAAAAAAHH!"

"By Odin's Beard, the lad's lungs be mighty!" kid Thor exclaims, distracted from the instinct to attack Loki by the screaming child.

"Danny, would you calm down?!" Luke asks in exasperation, the blond boy kicking and thrashing in his grasp.

"NYAAAAAAAAHHH!" Danny screams, tears streaming down his red, blotchy face, fists flailing. "LEMME GO LEMME GOOOOOO! AAAAAAAAH!"

"By the Norns, somebody make the little creature _stop!"_ Loki growls, covering his ears as he glares at the little boy.

" _You_ make him stop!" Sam snaps, wincing, hands snaked up beneath his helmet to cover his own ears. "He's not like this when he's his _actual_ age!"

"Yeah, he's only like this because you _de-aged_ us!" Ava yells at the mischief god, stomping her foot in frustration.

A light bulb goes off over Spidey's head.

"WAAAAAAAAAAHHHH!" Spidey screams, dropping down to the ground, beginning to cry as he drops to the cement, banging his fists and kicking his legs. "I'M HUNGRYYYY! AND TIIIIIIRED! I WANNA GO HOOOOOOME!"

"Another one?!" Loki asks in horror, eyes widening.

Sam catches on next, beginning to jump up and down, crying and screaming. "I WANNA GO HOOOOME TOOOOO! THIS IS STUPID! AAAAAAAAHHH! I WANT SNAAAAAACKS WAAAAH WAAAAAH!"

"I HATE THIS!" Ava, catching on, starts screaming, stomping her feet and crying. She points an accusing claw at the mischief god. "I HATE YOU I HATE YOU I HATE YOU!"

Luke, realizing what's going on, lets Danny go, the blond boy collapsing onto the ground and banging his fists on it as he continues tantruming.

"THIS IS ALL YOUR FAULT!" Luke yells, his face scrunching up as he points at Loki. _"_ _YOU_ DID THIS!"

All five of the child Ultimates are now yelling, screaming, and crying, throwing tantrums all over the street, and Loki is staring around in absolute horror. Thor is staring around at them all in wonder.

"ENOUGH OF THIS!" Loki yells, about to teleport away.

Only, Thor has just caught on, and the godling runs over and latches onto Loki's legs, crying, "LOOOOOKIIIIIIIII! DO NOT LEAVE MEEEEEE! I DO NOT WANT TO BE HERE ANY MOOOOORE!"

" _ENOUGH!"_ Loki shouts, banging his scepter on the ground. "All of you pathetic children—SHUT UP!"

There's a flash of orange light from the scepter, and a moment later the Ultimates are teenagers again, and Thor is once more an adult.

They all freeze, and for a few seconds there is nothing but still, stunned silence. They all have tears on their faces, Spider-Man and Iron Fist are lying on the ground, and Thor is still clinging to Loki's legs.

 **"'Stache!"** Deadpool yells, leaping out from nowhere to stick a fake black mustache on Loki's face.

"What?!" Loki says in surprise, ripping the the fake mustache off his face and stumbling back, only to trip over Thor and fall to the ground.

When he looks up, Thor, Spider-Man, Iron Fist, White Tiger, Power Man, Nova, and Deadpool are all standing there, elbows pulled back, ready to punch him in the face.

Iron Fist's fist is glowing orange. Deadpool is wearing brass knuckles that say 'DEAD' on one hand, 'POOL' on the other. The rest of the superheroes have varying degrees of superstrength.

Chuckling awkwardly, Loki raises his hands next to his head. "It's not too late to surrender, right?"

The Ultimates pull back their fists, and Loki breathes a sigh of relief—

Only to be punched in the face by Thor and Deadpool.

Loki's head slams back into the pavement, cracking it (the pavement, not his head), groaning.

Thor turns an accusing gaze to Deadpool.

 **"What?!"** Deadpool says, spreading his hands in a 'what can you do?' gesture. **"** **Punching a god in the face was on my bucket list! You gotta respect the bucket lists, man! Not all of us are immortal gods who don't have to worry about kicking any buckets for eons or whatever!** **"**

Thor looks confused.

Loki groans again from his position crumpled on the ground, trying to push himself up into a sitting position.

"Right," Spider-Man says, spraying webs around Loki to restrain him. "Well, that's dealt with."

Spider-Man glances around at the others. "So," he says. "Does anybody else have the urge to take a nap right about now?"

 **"Hey, wait! No fair!** **"** Deadpool protests indignantly. _**"I**_ **want to have the last one-liner!"**

* * *

Fury looks up as his office door opens, blinking his one good eye as he sees the Ultimates file in, save for Danny, and all of them teenagers again.

Fury straightens as he eyes them. "What happened?" he barks.

"Deadpool took us out to get ice cream," Nova says cheekily.

"That doesn't explain why you're back to your correct ages," Fury says, narrowing his eye.

"It turns out that Loki doesn't like kids much," Spider-Man shrugs, sounding smug.

"As long as you're not children any more," Fury says. He glances between them. "Where's Iron Fist?"

The Ultimates glance at each other.

"He's meditating," White Tiger says, looking back at the director.

"You do _not_ want to bother him," Power Man adds, raising his palms in a halting motion. _"Trust us_ on that one."

Fury doesn't react. "And Deadpool?" he asks.

The teenagers all glance at each other again.

"He left," Spider-Man shrugs again.

"Told us to tell you bye and not to call him, he'll call you, except that he actually won't, so just don't call him," Nova offers.

"Except that his names for you were very..." Power Man says, before clearing his throat uncomfortably.

"What _happened_ between you and Deadpool?!" White Tiger demands, crossing her arms and narrowing her eyes at the director.

"A misunderstanding," Fury says tersely. "Now report to Agent Coulson for debriefing. And bring Iron Fist with you."

The Ultimates all stare at him.

"Alright, fine, don't bring Iron Fist," Fury amends.

The teenagers file out of his office, Spider-Man saying, "No, _seriously_ though. Nobody else feels like taking a nap right now? Really? I'm the only one? _Really?"_

* * *

 **AN: In the _Ultimate Deadpool_ episode, it really seemed like Sam, Ava, Luke, and Danny all really liked Deadpool. And it really seems to me that Deadpool would be pretty great with kids, cuz he'd be totally into fun and games and letting them get away with some more 'dangerous' stuff that most adults would freak out about, lol.  
**

I only got to include a tiny bit of my headcanon for Deadpool's backstory here, cuz Deadpool's backstory is angsty, and I needed to keep this story a humorous, fluffy thing. But there's like way more in my head, lol.

 **Anyways! I know my sister really enjoyed this story, and I hope you all enjoyed it, too ;3**


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